1. Suspension and Expulsion (Current Clause 15). The Act allows for suspension and expulsion of members. The current Constitution only provides for expulsion. The new clause includes suspension as a possible action. New clauses include:
   • 15.2 – clarifies that failure to comply with AMA(WA) Membership Code of Conduct is grounds for suspension or expulsion; and
   • 15.4 and 15.7 – how suspension or expulsion are dealt with. These clauses have been inserted from the Model Rules and therefore meet all the requirements of the Act.
2. Mediation and Disputes (New Clauses 15.9-15.32). It is a requirement under the Act to include procedures for dealing with disputes, including the use of mediation. These clauses have been inserted from the Model Rules and therefore meet all the requirements of the Act.
3. Attendance via electronic means and voting via electronic means (New Clause 20.8 and 20.9, Current Clause 20.13 and Current Clause 20.23). Allows members to participate and vote at general meetings via electronic means (e.g. MS Teams, Zoom, etc.). This provision will enable members located in rural and remote locations to fully participate in general meetings without having to travel. These clauses are consistent with the Model Rules.
4. Preliminary Requirements for Member-Proposed Special Resolutions (New Clauses 20.27-20.31). This new rule has been introduced to ensure that any proposed changes to the Constitution comply with the provisions of the Associations Incorporations Act, other relevant legislation, and the association’s Objects of Association, and are in the best interests of the association.
5. Eligibility (New Clause 23.2-23.6).
   • 23.2 – Consistent with current practice, clarifies that except for student representatives (who are associate members) only Ordinary Members may be elected or appointed to Council.
   • 23.4 – To improve succession planning and retention of corporate knowledge, states that a candidate for Vice President must have been a Councillor for no less than six months prior to their nomination.
   • 23.5 – To ensure consistency with the Act, states that an individual cannot hold more than one Executive Office (i.e. President, Vice-President, or Immediate Past President) at the same time.
   • 23.6 – Consistent with current practice, clarifies that a person can hold office as Vice President and occupy an Appointed or Elected Councillor role simultaneously.
6. Term of Office for Council (New Clause 23.13 – 23.15). For the avoidance of doubt, specifies the terms of office for elected, appointed, and co-opted Councillors in accordance with current practice, as the current Constitution is silent on the terms of office of co-opted and appointed Councillors.
7. Immediate Past President (New Clause 23.16). For the avoidance of doubt, this clause has been inserted to clarify arrangements when the Immediate Past President is unable or unwilling to continue in that role. Current Clause 25.5 has been amended to state that only vacancies in the role of President or Vice President may be filled by casual vacancy.
8. When membership of Council ceases (New Clause 23.22). Includes a new clause which clarifies that failure to attend three consecutive Council meetings without approved leave of absence may be grounds for termination of Council membership. Also clarifies that Appointed Councillors only hold office as long as they are recognised representatives of the organisations or entities they represent.
9. Casual vacancies of Council (New Clause 23.23-23.24). Clarifies that this refers to filling casual vacancies for elected roles, not appointed roles.
10. Immediate Past President (New Clause 23.25). Clarifies that this position remains vacant if the Immediate Past President is unwilling or unable to serve.
11. Composition of the Board (New Clause 24.1). For the avoidance of doubt, refers to different types of Board Directors using the terms “Elected,” “Co-opted,” and “Skills-Based.”
12. Co-opted Board Directors (New Clause 24.1(e)). This clause reflects current practice in relation to the appointment of previously elected Board Directors whose term on Council has ended; and allows for co-option of a Doctor in Training if no such person has been elected to the Board (as per Current Clause 23.4(b)).
13. Skills-based Board Directors (New Clause 24.12-24.16). For the avoidance of doubt, these clauses specify the appointment process and the term of office of appointed Directors (to be referred to as Skills-based Directors). The term of office has been inserted from Current Clause 23.2(e).
14. When membership of the Board ceases (New Clause 24.17). Under the Act, Board members have specified roles and responsibilities. As these are codified in law and are different from those of Council, a new Clause 24.17 has been inserted. The clause states the conditions specified in the Act under which a person shall cease to be a member of the Board. Also inserted a new Clause 24.17(d) specifying that failure to attend three consecutive meetings may be grounds for termination of Board Director position.
15. Filling casual vacancies on the Board (New Clause 24.19-24.21). As required by the Act, provision must be made for filling casual vacancies. The inserted clauses are consistent with the Model Rules.
16. Attendance via electronic means and voting via electronic means (New Clause 25.6-25.9). Allows Councillors and Board members to participate and vote in committee meetings (i.e. Council meetings and Board meetings) via electronic means (e.g. MS Teams, Zoom, etc.). These clauses are consistent with the Model Rules and reflect current practice.
17. Safe Custody of Records and Members’ Right of Inspection (Current Clause 32). To ensure consistency with the Act, new clauses have been inserted from the Model Rules:
    • A member must contact the CEO to make arrangements to inspect the records (Clause 32.4); and
    • A member wishing to make a copy or extract of the registers must provide a statutory declaration setting out the purpose for which the copy or extract is required and declaring that it is connected with the affairs of the Association (Clause 32.5).

1. Gender neutral terminology. Gendered pronouns have been replaced with ‘them’ or ‘their’ to reflect common practice within the Association.
2. Financial year (New Clause 1.2). As required under the Act, has been placed in a new clause rather than in list of terms.
3. Registered Office (Current Clause 2). It is best practice to avoid specifying details such as addresses as these can change from time to time and has no material bearing on the intent of the rules.
4. Interpretation (Current Clause 3). Minor edits to improve readability, remove redundant content, and add new terms.
5. Register of Members (Current Clause 11.4). Reference to members’ ability to inspect the register and take an extract replicates current clause 32 and is therefore redundant.
6. When Membership Ceases (Current Clause 13). Clarifies the grounds on which membership ceases, including death of the member.
7. Voting (Current Clause 20.13). Has been moved to section on Voting and Polls (new 20.10) because it relates to voting, not proxies. No change to wording.
8. Voting (New Clause 20.10). Rewritten for improved readability and understanding.
9. Polls (Current Clause 20.12). Removed repetition with New Clause 20.10 and removed incorrect reference to Clause 11.3.
10. Proxies (New Clause 20.15-20.24). Replaced with new clauses to permit electronic proxies in line with changing technology.
11. Amendment of this Constitution (Current Clause 20.25). This clause is redundant as it refers to requirements stipulated in the Act.
12. Speciality Groups and Practice Groups (Clause 21). The list of Speciality Groups and Practice Groups has been moved to an annexure (Schedule 2 and Schedule 3 respectively) to enable the Board to update the list without requiring a special resolution to change the constitution. This allows the Association to reflect current trends in medical practice and the emergence of new speciality groups via Board approval in accordance with Current Clause 21.4.
13. Council and Board (Clause 23, 24, 25). To avoid any confusion, clauses related to the Council and the Board have been separated into two new sections. This has changed the numbering of clauses. All clauses related to Council are now contained in Clause 23. All clauses related to the Board are now contained in Clause 24. To improve readability of the marked-up copy, track-changes have been turned off when clauses are moved from one section to the other. To aid in interpretation, for the purposes of the marked-up copy only, a note has been included to advise readers of the Current clause number. This note will be deleted once the Constitution has been approved.
14. Composition of Council (Current Clause 23.1). This clause has been rewritten to clarify the difference between elected and appointed Councillors. There is no change to the composition. A list of Appointed Councillors by type has been moved to an annexure (Schedule 1) to allow ease of updating.
15. Election of Councillors (New Clause 23.8-23.10). Repetition regarding notice period has been removed (Current Clause 24.1 and 24.2). A new clause (23.10) has been inserted to clarify the notice period for nominations.
16. Appointed Councillors (New Clauses 23.17-23.19). Clarifies that appointed Councillors hold their position subject to being an approved representative of the organisation or group that has elected/appointed them. This is consistent with current practice but the current Constitution is silent on this process.
17. Co-opted Councillors (New Clause 23.21). Consistent with current practice, clarifies the term of office of Co-opted Councillors.
18. Chief Executive Officer (New Clause 27). This clause has been placed in a new section to improve readability. Reference to ‘Executive Director’ has been removed to avoid confusion.
19. Seal (Current Clause 31 and Current clause 27.4). Reference to a common seal has been deleted because the Association no longer uses a common seal.
20. Date of Effect (Current Clause 36). This clause is redundant.

The Board is proposing an amendment to the constitution to extend the term of office for Executive Officer positions (President, Vice-President, and Immediate Past President) from one year to two years. This change is recommended to strengthen governance, improve organisational stability, and enhance the effectiveness of our leadership team.

Key Benefits of a Two-Year Term

(a)     Improved Succession Planning

A longer term allows for more structured leadership development, ensuring continuity and reducing disruption caused by frequent changes in key roles. It also provides emerging leaders with sufficient time to learn from experienced board members before stepping into office bearer positions.

(b)    Greater Role Familiarity and Effectiveness

Executive Officer roles have complex responsibilities that take time to fully understand. A two-year term ensures that individuals can develop the necessary skills and confidence to perform their duties effectively.

(c)     Enhanced Corporate Knowledge and Decision-Making

Retaining Executive Officers for a longer period helps build and maintain institutional knowledge, reducing the learning curve for new leaders and improving decision-making based on past experiences. This is particularly important in areas such as financial oversight, governance compliance, and strategic planning.

(d)    Stronger External Representation and Media Training

Executive Officers act as public representatives of the organisation, engaging with stakeholders, media, and government. A longer term allows individuals to receive appropriate training and gain experience in public relations, advocacy, and stakeholder engagement. This ensures more effective representation and protects the organisation’s reputation.

(e)     Greater Stability and Reduced Administrative Burden

Frequent turnover in leadership positions can create instability, particularly in a not-for-profit organisation with limited resources. A two-year term reduces the administrative burden associated with annual transitions, allowing the board and management to focus on long-term strategic goals.

To ensure continuity and stability in governance, the Board also proposes introducing staggered terms for Vice President positions. Under this model, Vice Presidents would be elected in the alternate years, creating an overlap between experienced and newly elected leaders.

A staggered approach ensures that experienced Executive Officers remain in place while new leaders step into their roles. This prevents a complete turnover of leadership at any given election, allowing for a smoother transition and retention of institutional knowledge.

If this change is approved, at the 2025 AGM, one Vice President would be appointed for two years, and the other for one year. Thereafter, terms would be two years (with elections taking place every alternate year). See the table below:

The Board is proposing a constitutional amendment to transition from Council elected Board Directors (Elected Directors) to Directors who are appointed by the Board (Appointed Directors). This change is intended to improve governance stability, ensure continuity of expertise, and address inconsistencies created by varying Council term lengths.

Rationale for the Change

(a)     Alignment Between Board and Council Terms

Under the current structure, Board Directors are elected for a three-year term. They must remain Councillors to continue serving on the Board. However, Council terms vary—some are one year, while others may be longer—creating frequent disruptions. Many elected Board Directors lose their eligibility before completing their three-year Board term, requiring them to be co-opted back to maintain continuity. This process is administratively inefficient and inconsistent with best practice governance.

(b)     Governance Stability and Continuity

The proposed change ensures that Directors serve their full three-year term without being affected by fluctuations in Council membership. This prevents unplanned turnover and allows for more effective long-term planning, reducing the need for co-opting Directors back onto the Board.

(c)     Ensuring Skills-Based Appointments

Moving to a Board-appointed model allows for a structured selection process that prioritises governance expertise, strategic leadership, and organisational needs. Appointed Directors must be Members of the Association and at the time of their nomination, must be Councillors or Practice Group Members.  Board appointments will be made based on a transparent selection process. When a vacancy occurs, an Expression of Interest will be made to Ordinary Members. This strengthens decision-making and ensures the Board has the necessary skills mix, rather than being constrained by the availability of elected Councillors.

(d)     Clearer Separation of Roles

This change clarifies the distinct roles of the Council and the Board. While the Council remains an important representative body, the Board is responsible for governance, strategic oversight, and fiduciary duties. Appointing Directors independently ensures that Board members are selected based on governance capability rather than Council tenure.

(e)     More Effective Succession Planning

A structured appointment process allows for better succession planning, ensuring smooth leadership transitions and reducing the risk of sudden vacancies due to changes in Council membership. This also supports mentorship and knowledge transfer between outgoing and incoming Directors.

(f)       Change to terminology and term of office

For clarity, this category of Directors will be referred to as ‘Appointed Directors’ and they will be appointed for three years, with the ability to serve two consecutive terms before taking a break from the Board. The term ‘Skills-based Director’ will be used to refer to those Directors who are not required to be members of the Association but are appointed for specific skills or expertise.

To ensure continuity, knowledge retention and effective succession planning, recommend that the minimum term of appointment for Skills-based Directors be two years (up from one year). Maximum term of six years to remain unchanged.

As part of the transition to an appointed Board structure, implementing staggered terms for both Appointed Directors and Skills-based Directors will further strengthen governance by ensuring continuity, knowledge retention, and effective leadership succession. Under this model, not all Directors would be appointed at the same time, creating an overlap between experienced and newly appointed members.

If this constitutional change is approved, at its first meeting after the 2025 AGM, the Board will review the terms of appointment of Directors and allocate the three Appointed Directors to terms of 1, 2 or 3 years respectively; and the two Skills-based Directors to terms of 1 or 2 years respectively. See the table below:

The position of Co-opted Director is now used to address a gap that may occur if a Doctor in Training is not elected/appointed via other means.